General Terms and Conditions of Purchase
1.

Scope

1.1

These general terms and conditions of purchase(hereinafter "General Terms and Conditions") shallapply exclusively to all deliveries of goods and services(hereinafter "Deliveries") of a supplier (hereinafterreferred to as "Supplier") to a company of the ZEISSGroup (hereinafter "ZEISS"), unless expressly agreed
otherwise.

1.2

General terms and conditions of the Supplier contradicting
or supplementing these General Terms and Conditions
shall only apply to the extent that ZEISS has expressly
agreed to them in writing. The requirement of ZEISS'
express consent shall apply in any case, even if ZEISS
accepts Deliveries in the knowledge of the Supplier's
general terms and conditions without expressly objecting
to them.

1.3

References herein to the applicability of the law andstatutory provisions shall only have a clarifying meaning.
Even without an express reference, the law and statutory
provisions shall apply unless they are amended or
excluded herein.

2.

Orders2.1

Orders by ZEISS shall be only valid if made in writing ortext form.

2.2

A written contract or written confirmation shall be decisive
for the proof of existence and content of subsequent
agreements, amendments, and supplements. The
possibility to proof to the contrary remains unaffected.

2.3

ZEISS is entitled to revoke an order free of charge if the
Supplier does not confirm it to ZEISS unchanged within two
weeks after receipt.

3.

Deadlines, delay

3.1

Delivery dates and deadlines for Deliveries stated in theorder or otherwise agreed are binding. If delays are to be
expected or have occurred, the Supplier shall notify ZEISS
immediately in writing or in text form, stating the reasonsfor delay.

3.2

If the Supplier fails to deliver or perform within a reasonablegrace period set by ZEISS or if setting a grace period is not
required by law, ZEISS is entitled to refuse acceptance, towithdraw from the contract and/or to demandcompensation. ZEISS is also entitled to withdraw from thecontract if the Supplier is not responsible for the delay.
Additional costs incurred by ZEISS due to the delay of the
Supplier, in particular but not limited to costs due to anecessary purchase from a third party, shall be borne by
the Supplier, unless the Supplier is not responsible for thedelay. Any further legal or contractual claims and rights
shall remain unaffected.

3.3

ZEISS reserves the right to claim an agreed contractual
penalty for improper performance (§ 341 German Civil
Code) until final payment.

4.

Prices4.1

Prices are fixed prices. They include all expenses inconnection with Deliveries to be provided by the Supplier.

4.2

Unless expressly agreed otherwise in writing at the time of
conclusion of the contract, the price includes in particular
but without limitation costs for delivery, transport, shipping
and packaging, travel expenses as well as public charges,
taxes, official permits and customs duties. Section 2.2 shallapply to alleged subsequent agreements.

5.

Execution and delivery

5.1

Supplier may only subcontract with the express priorconsent of ZEISS, unless such contracts are merely for the
supply of standard parts.

5.2

Delivery call-offs by ZEISS are binding with regard to thetype and quantity of the goods called off as well as thedelivery time.

5.3

Partial Deliveries require the express prior consent of
ZEISS.

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5.4

Each delivery shall be accompanied by a delivery note
stating ZEISS' order number and the details of its contents
by type and quantity.

5.5

Goods shall be delivered in commercially available
disposable standard packaging. If reusable packaging isused, Supplier shall provide the packaging on loan. The
return of reusable packaging shall be at the expense andrisk of the Supplier. If ZEISS exceptionally agrees to bear
the packaging costs, these shall be charged at the provencost price. Careful use of resources and energy shall beobserved at all times.

5.6

For appliances, a technical description and instructions foruse shall be provided by Supplier free of charge. Where
relevant, technical data sheets for the assessment ofenergy efficiency shall be included.

5.7

In the case of software products, Supplier's performanceobligation shall only be fulfilled when the complete (system
and user) documentation has been handed over to ZEISS.
Is software specially created for ZEISS, the source codeshall also be provided to ZEISS. Furthermore, theprovisions according to section 17 of these General Terms
and Conditions shall be fulfilled.

5.8

If Supplier carries out Deliveries on the premises of ZEISS,Supplier shall be obliged to comply with the latest
instructions on safety, environmental protection, fire
protection and efficient use of energy for external parties.

6.

Invoices, payments

6.1

Invoices shall be submitted separately stating ZEISS' ordernumber. Any invoice shall comply with the respective
statutory provisions, including but not limited to § 14
paragraph 4 of the German Value Added Tax Act (German:“Umsatzsteuergesetz”).

6.2

Payment are due 30 days after receipt of Deliveries andinvoice or, at the discretion of ZEISS, after 14 days with a
3% discount.

6.3

Payments shall not be deemed as acknowledgement thatthe Delivery is in accordance with the contract. In the eventthat a Delivery is defective or incomplete, ZEISS shall beentitled, without prejudice to ZEISS’ other rights, towithhold a reasonable share of payment with regards to
debts based on the business relationship until Supplier has
performed in accordance with its contractual obligations.

7.

Compliance with applicable laws and regulations

7.1

Supplier shall be obliged to comply with all applicable laws
and regulations, including but not limited to such laws andregulations relating to human rights, workplace andconsumer safety and environmental protection. Supplier
grants ZEISS a right to audit the human rights andenvironment-related legal obligations and shall ensure thatZEISS can also carry out a corresponding audit at Supplier'suppliers and sub-suppliers, if required. Supplier shallindemnify and hold ZEISS harmless from any and all
claims by third parties resulting from Supplier’s failure tocomply with the applicable laws and regulations.

7.2

Supplier shall be obliged to comply with the currently
applicable regulations regarding restrictions on hazardous
substances and not to use banned substances. In addition,
ZEISS' works standard 5020 (available under download
area Documents for Suppliers (Kunde.de)) shall apply in its
currently valid version. Avoidance and hazardous
substances according to ZEISS' works standard 5020 andthe applicable regulations of the EU, UK, USA and China
shall be specified by Supplier. Supplier shall specify all
substances to be avoided and all dangerous substancesand submit safety data sheets (at least in German or
English) with Supplier’s offers and with the delivery note ofSupplier’s first delivery. If Supplier has any evidence thatits delivery has violated restrictions on substances orcontained banned substances Supplier shall be obliged to
immediately inform ZEISS.

7.3

With respect to deliveries and the performance of services
Supplier alone shall be responsible for compliance withregulations for the prevention of accidents. Any necessary
safety equipment and manufacturer’s instructions shall be
supplied free of charge.

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General Terms and Conditions of Purchase
8.

Import and export regulations

12.

8.1

For Deliveries from a country (other than Germany) that iswithin the EU, the EU value added tax identification
number shall be quoted. In case Supplier is located in an
EU-member country, imported goods shall be delivered to
ZEISS duty paid if not expressly agreed otherwise.

12.1 Any contractual exclusion or limitation of liability shall only
be valid to the extent ZEISS has explicitly approved themin writing at the time of contract formation. Section 2.2
applies to alleged later agreements.

8.2

Supplier shall comply with all export regulations (especiallythe export control and customs regulations) applicable inthe country of destination and at Supplier’s seat and –where applicable - the United States of America. Suppliershall clearly show the corresponding classification (Export
Control Classification Number) as well as the applicablestatistical product number (HS Code) and the country oforigin in the documentation (shipping note, invoice, etc.)
provided for all Deliveries that are subject to export
licenses or US (re-)export regulations. Supplier shall beobliged to provide at its own expense the required
declarations and information under Regulation (EC) No.
1207 / 2001, allow checks to be performed by customs
officials and furnish the requisite official letters ofconfirmation.

8.3

Where Deliveries involve technologies in terms of technicalknowledge, which are subject to US (re-)export regulations(EAE, ITAR), the European Dual Use regulation or to theGerman Export Control List, Supplier shall be obliged to
inform ZEISS in writing about this circumstance.

9.

Code of conduct (code of conduct)
Supplier warrants for itself and all its organizational units
and associated companies in which it directly or indirectly
holds shares of more than 50% or which it otherwise
controls that the provisions of the Code of Conduct of the
Responsible Business Alliance (hereinafter "RBA") arecomplied with for all procedures, processes, products,
deliveries and services and that it promotes and demands
compliance with the provisions of the RBA Code of
Conduct from its own suppliers to the best of its ability. Theinternationally recognized RBA Code of Conduct isavailable in various languages at the following link:
http:// www.responsiblebusiness.org/code-of-conduct/.

10

Transfer of risk, acceptance, title

10.1 Irrespective of the agreed pricing terms in case of
Deliveries without acceptance procedure (for example
Deliveries without installation or assembly) the risk ofaccidental loss and accidental deterioration shall pass to
ZEISS upon handover at the delivery address specified by
ZEISS.
10.2 Irrespective of the agreed pricing terms in case of
Deliveries with statutory or agreed acceptance procedure(for example Deliveries with installation or assembly) therisk of accidental loss and accidental deterioration shallpass to ZEISS upon successful completion of acceptance.
10.3 Commissioning or use shall not replace the declaration of
acceptance by the ZEISS.
10.4 Title of delivered goods shall automatically pass to ZEISS
upon payment. Any elongated or extended retention of title
shall be excluded.
11

Obligation to examine and give notice of defects,
expenses

11.1 Examination of incoming goods will take place with regards
to obvious defects. Hidden defects will be notified within
one week once they have been detected according to thecircumstances of the orderly course of business. Supplier
waives the objection of delayed notification of a defect tothis extend.
11.2 Where an acceptance procedure is agreed or stipulated bylaw, there is no separate obligation to examine incoming
goods.
11.3 If ZEISS returns defective goods to Supplier ZEISS shallbe entitled to debit back to Supplier the invoice amount
paid plus a lump sum for expenses of 250 €. ZEISS
reserves the right to proof higher expenses. Supplier’s rightto proof lower or no expenses shall be reserved.

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Liability, warranty

12.2 In case that Supplier has agreed informally with any third
party in the course of awarding of the contract and suchinformal agreement proves to be an illegal restraint ofcompetition, Supplier shall be obliged to pay a lump sumof 15 per cent of the order value to ZEISS, unless a
different amount of damage is proven by either party.
Further claims and rights remain unaffected.
12.3 Defective Deliveries shall immediately be replaced defectfree or be repeated faultlessly. In the event of development
or design engineering defects ZEISS shall be entitled to
immediately assert the rights pursuant to section 12.6
provided that setting a grace period would beunreasonable.
12.4 Supplier shall require the consent of ZEISS to repair
defective goods or services.
12.5 Supplier shall bear the risk of accidental loss andaccidental deterioration during the time in which thedefective good or service is not in the possession of ZEISS.
12.6 Without prejudice to the statutory rights (including but notlimited to rescission, price reduction, damages andreimbursement of expenses), ZEISS may at its own
discretion remedy the defect itself or have it remedied by athird party and may request the necessary costs and acorresponding advanced payment if Supplier fails to
remedy the defect within a reasonable grace period by
ZEISS and Supplier does not lawfully refuse remedy.
12.7 In urgent cases (including without limitation whereoperating safety is in jeopardy or for the purposes of
preventing an exceptionally high damage or loss) or for theremoval of insignificant defects, ZEISS shall be entitled,
after notifying Supplier and after a reasonably short grace
period has expired, to remedy the defect and any resultant
damage or loss by itself or through third parties at
Supplier’s expense.
12.8 Section 12.7 shall also apply if ZEISS has to remedy adefect immediately in order to avoid its own delay indelivery and thus higher damages.
12.9 The limitation period for claims of ZEISS arising fromdefects in quality and defects in title shall be 36 months
from the transfer of risk pursuant to section 10.1 or section
10.2.
12.10 The limitation period shall be suspended from the date of
notification of defect until ZEISS’ claim for defect has been
fulfilled.
12.11 If Supplier has to deliver or perform in accordance withZEISS’ plans, graphs or other specific demands, Supplierexpressly vouches for the conformity with ZEISS’demands. If Deliveries deviate from those demands ZEISS
shall be entitled to immediately assert the rights pursuant
to section 12.6 provided that setting a grace period would
be unreasonable.
12.12 Any further legal or contractual claims and rights remain
unaffected.
13.

Repeated default

13.1 If, after receipt of a warning notice by ZEISS, Supplierdelivers or performs an essentially identical or similar goodor service also late or defective, ZEISS shall be entitled to
immediately rescind the contract provided that setting agrace period would be unreasonable.
13.2 If a renewed non-performance or defective performance is
to be expected with certainty, ZEISS' right of rescission
also includes such Deliveries owed by Supplier in the
future under this or another contractual relationship.
14.

Indemnification in case of material defects and defects
in title
Supplier shall indemnify and hold ZEISS harmless against
all claims raised against ZEISS by third parties Page 2 of 3

General Terms and Conditions of Purchaseused with a reference to the applicable licenses as well asa copy of the complete license text; and c) a written
declaration that neither Supplier's Deliveries nor any
ZEISS products and works derived thereof are subject to aviral effect (so-called "copyleft effect"), in particular thatthey are not subject to the GPL license conditions.

irrespective of the legal grounds - due to a defect of quality
or title or another defect of any Delivery by Supplier andshall reimburse ZEISS’ expenses necessary for the
defense against such claims.
15.

Technical documents, tools, production equipment

15.1 Technical documents, tools, works standard sheets,means of production etc. provided by ZEISS shall remainproperty of ZEISS. All trademark rights, copyrights andother industrial property rights shall remain with ZEISS.
They shall be returned by Supplier to ZEISS automatically,
including all duplicates made, immediately after executionof the order; in this respect Supplier is not authorized toassert a right of retention. Supplier may only use theaforementioned objects for the execution of the order andmay not make them available or otherwise accessible tothird parties without authorization. Duplication of theaforementioned objects is only permitted to the extent that
it is necessary for the execution of the order.
15.2 If the Supplier produces the objects mentioned in section
15.1 sentence 1 for ZEISS partly or completely at theZEISS' expense, section 15.1 shall apply mutatismutandis, whereby ZEISS shall become (co-)owner inaccordance with its share of the production costs. Suppliershall detain these objects for ZEISS diligently and free ofcharge. ZEISS shall be entitled at any time to acquire theSupplier's rights in relation to the objects by reimbursementof expenses not yet amortized and to demand the return ofthe objects.
15.3 Supplier is obliged to care for and maintain the
aforementioned objects free of charge and to repair normal
wear and tear.
15.4 If the Supplier commissions a sub supplier with priorapproval of ZEISS to manufacture tools and samples forthe execution of an order at the expense of ZEISS, theSupplier hereby assigns to ZEISS claims against the sub
supplier for transfer of ownership of the tools and samples.
16.

Provision of material

16.1 Material provided by ZEISS remains the property of ZEISS
and shall be stored by the Supplier free of charge and withthe care of a diligent businessman separately from its otherproperty and shall be clearly marked by Supplier as theproperty of ZEISS. It may only be used for the execution of
ZEISS' order. Damage to the material shall becompensated by Supplier.
16.2 If the Supplier processes or transforms the material
provided by ZEISS, this activity shall be carried out onbehalf of and for ZEISS as manufacturer. ZEISS shallbecome the direct owner of the new item created in theprocess. If the material provided by ZEISS only constitutes
a part of the new item created, ZEISS shall be entitled toco-ownership of the new item created on a pro rata basis
according to the value of the materials provided by ZEISS
and contained in the new item created. Section 16.1 andsection 16.2 apply mutatis mutandis to the new item
created.
17

Free and open-source software (FOSS)

17.1 The following provisions of sections 17.2 to 17.7 shall not
apply if the Supplier's Deliveries do not contain any form of
so-called free and open-source software (hereinafter"FOSS").
17.2 Supplier shall be obliged to inform the ZEISS in good time,
however at the latest with the order confirmation, whether
and which FOSS its Deliveries contain.

17.6 If Supplier notifies ZEISS after receipt of an order that its
Deliveries contain FOSS, ZEISS shall be entitled to revoke
such order within 14 days after receipt of the corresponding
written notification.
17.7 The so-called copyleft effect is a clause under licensing law
which ensures that further developments of a softwaremust be released under the same license condition as thesoftware. In the context of an order by ZEISS, a so-called
copyleft effect occurring under licensing law constitutes
both a defect in quality and a defect in title. In case of acopyleft effect, Supplier shall be obliged to cure such
defect within its warranty obligations by making a change
to the software or its components free of charge for ZEISS.
18

Confidentiality and data protection

18.1 Supplier shall be obliged to treat confidential and notdisclose to third parties all non-public information and data
including but not limited to business secrets as defined bysection 2 of the German law on protecting trade secrets(GeschGehG) which become known to the Supplierthrough the business relationship with ZEISS.
18.2 ZEISS' prior written consent is required if the Supplier a)wants to manufacture or display products specially madefor ZEISS, in particular according to plans, drawings orother special requirements of ZEISS, for third parties or b)
wants to refer to ZEISS' orders publicly or vis-à-vis third
parties.
18.3 ZEISS shall be entitled to process personal data of the
Supplier and to transfer personal data to affiliatedcompanies of the ZEISS Group if this is necessary for the
performance of a legal transaction or if data subjects haveconsented thereto. Any data subject is entitled to request
information regarding the content and use of the personal
data processed by ZEISS. Any request by a data subject
shall be addressed to the ZEISS Group company using
these Terms and Conditions and will be handled inaccordance with the applicable data protection laws andregulations. ZEISS and Supplier shall comply with theapplicable data protection regulations, in particular theEuropean General Data Protection Regulation (GDPR) as
well as additional contractual requirements pursuant to Art.
28 paragraph 3 of the GDPR.
19.

Final provisions

19.1 The place of performance for Deliveries as well as any cureshall be the delivery address specified in the order. Unlessexpressly agreed otherwise, Supplier has to perform andfulfill its obligations at the address specified in the order.
19.2 If Supplier is a merchant, a legal entity under public law or
a special fund under public law, the place of jurisdiction
shall be the registered office of the company of the ZEISSGroup using these General Terms and Conditions. ZEISS
is nevertheless entitled to assert claims against theSupplier at the place of jurisdiction responsible for the
Supplier's registered office.
19.3 Governing law shall be the law of Germany with theexclusion of the international conflict of laws provisions
thereof and with the exclusion of the United Nations
Convention on Contracts for the International Sale ofGoods (CISG).

17.3 Insofar as Deliveries include FOSS, Supplier shall use theincluded FOSS components in accordance with theirlicense conditions.
17.4 Supplier must enable ZEISS to use FOSS components inaccordance with the license conditions. In particular, it
must be possible for ZEISS to sell and distribute Deliveriesof Supplier as part of its own ZEISS products and services.
17.5 Supplier shall provide ZEISS with the following at the latest
upon order confirmation: a) the source code of the relevant
FOSS (insofar as the applicable license conditions require
the disclosure of this source code); b) a list of all FOSS files
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